Section 16 Filings Sample Clauses

The Section 16 Filings clause requires certain individuals, typically officers, directors, and large shareholders of a public company, to file reports with the Securities and Exchange Commission (SEC) disclosing their ownership and changes in ownership of the company’s securities. In practice, this means that these insiders must submit forms such as Form 3, Form 4, and Form 5 within specified timeframes whenever they acquire or dispose of company stock. The core function of this clause is to ensure transparency and prevent insider trading by making insider transactions publicly available, thereby promoting market integrity and investor confidence.
Section 16 Filings. The Company covenants and agrees that, at the request of each Investor Designee then sitting on the Board of Directors, the Company will prepare and cause to be filed with the SEC any filing required to be made by such Investor Designee pursuant to Section 16 of the Exchange Act with respect to his or her ownership of Common Shares, subject to written approval of the filing by such director.
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Section 16 Filings. Purchaser shall be solely responsible for making, or causing to be made, any filings with the Commission required to made by Purchaser or any of its Affiliates under Section 16 of the Exchange Act (including any filing on Form 3, Form 4 or Form 5) as a result of the Beneficial Ownership of any Shares, or any securities that are convertible into, or exercisable or exchangeable for, or that represent the right to receive, Shares, by Purchaser and any Affiliates; provided that Prairie shall cooperate with Purchaser in connection therewith, including by providing such information as may be reasonably requested by Purchaser in connection with such filings.
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Section 16 Filings. Employee hereby represents and warrants that, with respect to the equity securities of the Company (including any derivative securities, such as restricted stock units and stock options) beneficially owned by Employee, there have been no transactions or other changes in beneficial ownership required to be reported on a filing with the Securities and Exchange Commission pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Section 16 Requirements”), that have occurred on or after March 22, 2010 through the date hereof, except such transactions and other changes in beneficial ownership that have already been reported on a Form 4 filing with the Securities and Exchange Commission in compliance with the Section 16 Requirements.
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Section 16 Filings. Heinz represents and warrants to Huntco that as of February 17, 1999, Heinz filed or caused to be timely filed with the Securities and Exchange Commission (the "Commission") and the New York Stock Exchange (the "NYSE"), all reports required to be filed by him under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules promulgated under Section 16 thereof (the "Section 16 Rules"), with respect to (i) transactions in the Class A Shares or in options in which the underlying security are Class A Shares (collectively the "Huntco Securities") effected by him or (ii) transactions in Huntco Securities effected by others but pursuant to which he is deemed to have a pecuniary interest, during the preceding two years. Heinz further represents and warrants to Huntco that he has not engaged in any transactions in Huntco Securities which required the filing of a Form 5 by February 17, 1999. Heinz covenants and agrees that he will notify Huntco if he effects any transactions involving Huntco Securities or if transactions in Huntco Securities in which he is deemed to have a pecuniary interest are effected by others, if and to the extent Heinz has an obligation to report such transactions to the Commission and the NYSE pursuant to the Section 16 Rules. Heinz further covenants and agrees that he will provide Huntco with a copy of all reports which he files or causes to be filed with the SEC and the NYSE pursuant to the Section 16 Rules with respect to the foregoing.
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Section 16 Filings. Motive shall provide Employee with reasonable assistance with the preparation and filing of Forms 3, 4 and 5, as applicable, under the Exchange Act (as defined below) in the manner consistent with the assistance provided to other director or executive officers of Motive.
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Section 16 Filings. In connection with the Closing, CFI shall assist each Person who receives or will receive (directly or beneficially) shares of CFI Class A Common Stock or CFI Class B Common Stock and/or New Units as a result of the transactions contemplated in this Agreement or any Ancillary Documents in the preparation and filing of any forms or schedules required to be filed under Section 16 of the Exchange Act as may be applicable.
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Section 16 Filings. In connection with the Closing, ▇▇▇▇ III shall assist each holder of record receiving OP Partnership Units as a result of the transactions contemplated in this Agreement or any Ancillary Documents in the preparation and filing of any forms or schedules required to be filed under Section 16 of the Exchange Act as may be applicable, it being understood that the ultimate and exclusive responsibility and liability for such filing shall be with the applicable Section 16 reporting person named therein.
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Related to Section 16 Filings

  • HSR Filings Each party hereto shall file or cause to be filed with the Federal Trade Commission and the Department of Justice any notifications required to be filed by itself or its respective "ultimate parent" company under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder with respect to the transactions contemplated hereby. Such parties will use all commercially reasonable efforts to make such filings within 200 days after the date hereof, and to respond promptly to any requests for additional information made by either of such agencies.

  • Antitrust Filings (a) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall file with the FTC and the Antitrust Division of the DOJ a Notification and Report Form relating to this Agreement and the transactions contemplated hereby as required by the HSR Act as soon as practicable after the date of this Agreement but in no event later than seven (7) Business Days following the date of this Agreement. Each of Parent and the Company shall (i) cooperate and coordinate with the other in the making of such filings, (ii) supply the other with any information and documentary material that may be required in order to make such filings, (iii) supply as promptly as reasonably practicable to the FTC or the DOJ any additional information that reasonably may be required or requested by the FTC or the DOJ and (iv) take any and all action necessary or advisable to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable and to obtain prompt approval of the consummation of the Offer or the Merger under any Antitrust Laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, or assets of Parent or its Affiliates (including, after the Closing, the Surviving Corporation and its Affiliates), (2) amending any venture or other arrangement of Parent or its Affiliates (including the Surviving Corporation and its Affiliates), (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any Legal Proceeding and to have vacated, lifted, reversed or overturned any Order that may result from such Legal Proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement and (4) otherwise taking or committing to take actions after the Closing with respect to one or more of the businesses, product lines, fields of use, or assets of Parent and its Affiliates (including the Surviving Corporation and its Affiliates), in each case, as may be required in order to enable the consummation of the transactions contemplated hereby, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated hereby, including the Merger. Further, and for the avoidance of doubt, Parent will not extend any waiting period under the HSR Act or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other Governmental Authority not to consummate the transactions contemplated by this Agreement, except with the prior written consent of the Company. (b) Each of Parent and Acquisition Sub (and their respective Affiliates, if applicable), on the one hand, and the Company, on the other hand, shall promptly inform the other of any communication from any Governmental Authority regarding any of the transactions contemplated by this Agreement in connection with any filings or investigations with, by or before any Governmental Authority relating to this Agreement or the transactions contemplated hereby, including any proceedings initiated by a private party. If any party hereto or an Affiliate thereof shall receive a request for additional information or documentary material from any Governmental Authority with respect to the transactions contemplated by this Agreement pursuant to the HSR Act with respect to which any such filings have been made, then such party shall use its reasonable best efforts to make, or cause to be made, as soon as reasonably practicable and after consultation with the other party, an appropriate response in compliance with such request. In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable Governmental Authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any Governmental Authority relating to the Offer or the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any Governmental Authority regarding the Offer or the Merger, (iv) cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Offer and the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority regarding the Offer and the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the Offer or the Merger and (vii) cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other with respect to, all material deliberations with respect to all efforts to satisfy the conditions set forth in clauses (A) and (C)(1) of Annex A and Section 8.1(b). Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable Law or to remove references concerning the valuation of the Company. (c) Each of Parent, Acquisition Sub and the Company shall cooperate with one another in good faith to (i) promptly determine whether any filings not contemplated by Section 7.2(a) are required to be or should be made, and whether any other consents, approvals, permits or authorizations not contemplated by Section 7.2(a) are required to be or should be obtained, from any Governmental Authority under any other applicable Law in connection with the transactions contemplated hereby, and (ii) promptly make any filings, furnish information required in connection therewith and seek to obtain timely any such consents, permits, authorizations, approvals or waivers that the parties determine are required to be or should be made or obtained in connection with the transactions contemplated hereby.

  • Governmental Filings No Violations. (i) Other than the filings and/or notices (A) pursuant to Section 1.3, the Securities Exchange Act and the Securities Act, (B) to comply with state securities or "blue-sky" laws, (such filings and/or notices being the "STI Required Consents", no notices, reports or other filings are required to be made by it with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by it from, any Governmental Entity, in connection with the execution and delivery of this Agreement by it and the consummation by it of the Merger and the other transactions contemplated hereby, except those that the failure to make or obtain are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect on STI or prevent, materially delay or materially impair its ability to consummate the transactions contemplated by this Agreement. (ii) The execution, delivery and performance of this Agreement by it do not, and the consummation by it of the Merger and the other transactions contemplated hereby will not, constitute or result in (A) a breach or violation of, or a default under, its certificate of incorporation or by-laws or the comparable governing instruments of any of its Subsidiaries, (B) a breach or violation of, or a default under, the acceleration of any obligations or the creation of a lien, pledge, security interest or other encumbrance on its assets or the assets of any of its Subsidiaries (with or without notice, lapse of time or both) pursuant to Contracts binding upon it or any of its Subsidiaries or any Law or governmental or non-governmental permit or license to which it or any of its Subsidiaries is subject or (C) any change in the rights or obligations of any party under any of its Contracts, except, in the case of clause (B) or (C) above, for any breach, violation, default, acceleration, creation or change that, individually or in the aggregate, is not reasonably likely to have a Material Adverse Effect on STI or prevent, materially delay or materially impair its ability to consummate the transactions contemplated by this Agreement. The STI Disclosure Letter sets forth a correct and complete list of STI's Contracts and Contracts of its Subsidiaries pursuant to which consents or waivers are or may be required prior to consummation of the transactions contemplated by this Agreement other than those where the failure to obtain such consents or waivers is not reasonably likely to have a Material Adverse Effect on STI or prevent or materially impair its ability to consummate the transactions contemplated by this Agreement.

  • Filings The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act.

  • All Filings Made All filings (including UCC filings) necessary in any jurisdiction to give the Issuing Entity a first perfected ownership interest in the Receivables, and to give the Indenture Trustee a first perfected security interest therein, shall have been made.